A More Perfect Frame
by Kaprou
Summary: A Peter Parker Web of Shadows AU tale of crime, espionage, detective work, love, revenge, and trust. Charles Xavier, Mystique, the Stacys and all Peter's gang. (Complete)
1. Date

A More Perfect Frame

by Andrew Shields

Peter wandered out of his room, bleary eyed and attracted to the scent of brewing coffee. "Good morning, beautiful," he said with a grin. "Damn you look sharp in a suit and tie."

The young man seated at the table raised an eyebrow at him. "Ah, the half-dead beatnik photographer lumbers forth, seeking the magic brew that will jolt him to consciousness." He checked his watch. "Still five hours until noon. Don't let the sun's rays hit you directly, no telling what that might do."

"Hey Harry, you weren't planning on drinking that whole pot yourself, were you?" Peter asked wistfully, blinking the sleep from his eyes and sniffing hungrily.

"I don't even bother with the two cup jobber any more," Harry said. "Need to get one of those diner setups with the two pots. Didn't anybody tell you that gargling coffee in the morning stains your teeth?"

"At this point I won't even taste it on the way down," Peter said, closing in and snagging a mug off the drainer board. "It might not even _hit_ my teeth."

"I don't bother with the gourmet coffees anymore if you're home," Harry shrugged, a smile on his face. "Just start with brewed dirt. You can't tell the difference."

"It's not that I can't _tell,_" Peter said, sitting down opposite Harry, armed with a cup of hot coffee. "It's just that I don't _care_."

"What's getting you up this early anyway?" Harry asked casually. "It's a Friday, in case you weren't sure." He grinned his elfin grin, the one that made him look like a mischievous ten year old. Peter couldn't help but grin back.

"What, are you implying I don't know what day of the week it is?" he asked, putting a hand to his wounded chest, bunching up his nightshirt. Then he looked down at his coffee. "Gwen's coming by. We have a date."

"In the morning?" Harry said, amused.

"Yeah," Peter said, and just then there was a crunch of tires on gravel outside. Peter perked up, smiling, coffee forgotten. "That would be her."

Harry shook his head. "You kids have a good time now," he said. "Shoulda guessed it didn't have anything to do with, you know, working." His grin had a bit of an edge to it. He met Gwen at the door.

"Good morning," he said, holding it open. She breezed in, her floral print dress flaring in the breeze of her passage. She smiled at Harry.

"You look awfully sharp this morning, Mr. Osborn," she said.

"Thank you," he said with a stiff bow. He smiled back. "I'm off to work," he said. "Keep it legal."

"What are you doing this summer?" Gwen asked.

"I'm interning at Blank and Piscus Law Firm."

"Really?" Gwen said, visibly impressed. "Wow."

"Harry's gonna sue Bill Gates then retire, a one case career," Peter said dryly.

"A man's gotta have a plan," Harry said with a shrug and a quick smile. "Later." He stepped out the door, fished his car keys from his pocket, and made his sleek black road machine beep. He put on his mirrored shades and dropped down into the leather interior of the car, and a moment later it was roused to life with the throaty growl of a powerful engine. The dim thud of his stereo filtered into the house as he backed out and hit the road.

After a moment of silence, Peter grinned at Gwen. "I'm up!" he said with a grin.

"Yes," she said, "very good. Now you need to get _dressed._"

"Do I _have_ to wear a tie?" he asked.

"Yes," Gwen said firmly. "This is a big deal for dad."

"Yeah," Peter said, looking at the table.

"And you _promised._"

"Yeah," he said, looking up. "And it's a date." He grinned, and stood. "You wait in here, I'll go get dressed." He got up, and strolled out of the main room. She watched him go with a smile, absently wondering why he was wearing sweats and a long sleeved shirt in July.

She sighed, and picked up his coffee mug. She sniffed the coffee, made a face, and put the cup down. She let her eyes wander the room. The entry room was nice, then there was a connected living room, headed back to the kitchen and bathroom. The living room also connected to Harry's bedroom, while Peter's connected to the entryway. All in all, the place was sparely decorated and tidy. She smiled to herself. It was possibly the tidiest men's dwelling she'd ever been in. She got up and wandered over to Peter's room, glancing in.

Except for the rumpled bed and the wad of clothes growing on it as Peter went through his closet, it was also fairly tidy.

"Hm," she said quietly to herself as she saw his bare back; he had just shrugged off his shirt and he stood, bare chested, rifling his closet. He stopped and turned, looking a bit startled.

"Er, can I help you?" he said.

"I'm going to help you get into your suit," she said, her eyes wandering his torso. "In a minute."

She stepped into his room and closed the door.

**xXx**

"See?" Peter said. "Ten minutes before the auction starts." Gwen stopped the car, and they got out. He squinted up at the imposing stone face of the museum at the top of the hill. "Don't you think they got a little carried away when they built this goofy thing?"

"It's baroque, I think," Gwen said. He walked around the car and offered her his arm, which she took. "I think the dome gives it a very Washington look."

He looked at the dome over the central exhibition area. "The columns definitely give it that snooty feel," he said. "Got our invitations?"

"Right here," she said, slipping them out of her purse. She handed him his. He opened the brochure.

"You are invited to the Museum of History and the Arts for their 8th annual auction sponsored by the Fellowship of Antiquarians," he read. "Lessee, they plan to sell off three collections today. Hang on a sec while I get a grip on myself so as not to hyperventilate with enthusiasm."

"Oh, Peter," Gwen sighed. "We aren't here for the auction, we're here to support dad. This is a big deal for him. The Fellowship of Antiquarians appointed him as chief of security for this thing."

"Yes," Peter said. "And I might as well get some photos for the school paper." He grinned.

"Because the whole college will be dying to know who gets the lots," Gwen said.

"Hey, I'm not writing copy. Oh no. I am ar_teest_, with zee shaping of zee _light_ as my meedi_emm,_" he said, gesturing with his limp wrist and hunching his shoulders as he hopped up the steps sideways, his eyes on hers.

Gwen laughed as they trotted up the steps past the small groups of smokers who were getting ready for the auction. At the door they traded their invitations for a booklet with the day's activities explained in it. They strolled into the echoing murmuring dimness of the lobby, where groups of men and women in business attire chatted and laughed. Peter glanced over at the refreshment table wistfully.

Gwen glanced at her watch. "It's almost eight thirty," she said. "I wonder where dad is." She looked around. Peter did too.

"He's probably in with the auction displays," Peter said. "Let's go." They headed through the archway to the bidding gallery. Peter sat down with Gwen on the back row and pulled up his book. "Let's see what treasures await the lucky few today. In the first lot," he said with a dry stuffy voice, flaring his nostrils and leaning against Gwen's arm, "the collected portfolio of unfinished works by deceased local artist Arl Schwinters, completed by his daughter Meg Schwinters. Following will be the complete library of the deceased Doctor Charles Xavier, an expert on the workings of the human mind. The last lot available for today's stuffybeak display of obscene wealth will be the collected drafts portfolio of Abricus Finch, three time winner of the Laurel Crown and current holder of the Naugahide Fellowship."

Gwen, stifling her giggles and glancing around, punched him in the arm. "Can it, buster," she managed, "or we're gonna get kicked out."

"Oh, right, sorry," he said, obviously not so. He looked at Gwen with an irrepressible smile. "Hey, this is a date, not church," he said.

"Oh, there's dad," Gwen said, standing up and waving. Peter looked down her line of sight and saw the tall, slightly stooped shoulders of retired police captain John Stacy. Stacy glanced over the crowd from where he stood by the stage, then stood and strode back behind the stage.

Gwen's smile faltered. "I guess he didn't see me," she said.

"Relax, babe. It's impossible to miss you at thirty feet or less, but he's getting old and there's a lot on his mind. C'mon, have a seat," Peter said, grinning.

"You're impossible," she said as she sat down.

"Yeah," he reflected. "Yeah, I know. At least he's lookin spiffy in tweed."

"Oh, hush," she said, batting him with her purse.

"Hey, how long until this shindig gets on the road?" Peter asked.

She glanced at her watch. "Right about now, I would think."

People were gathering in the room; a surprisingly large crowd to Peter. He glanced around a few times, then settled into his seat. "I guess they never start on time," he said. "Got to let everybody get here."

"Yeah," Gwen said. "Besides, I have _you_ to keep me company."

A rather worried looking thin woman with gray hair walked up to the podium and stood looking over the crowd for a moment. "Excuse me please, may I have everyone's attention?" she said. She cleared her throat as the room quieted.

"As most of you know, I am Marcy Clesk, President of the Fellowship of Antiquarians. Due to a complication, I'm afraid today's auction must be cancelled. Thank you for coming, I apologize for your disappointment." She quickly stepped back from the microphone and through a door in the back. A startled murmur sprang up through the room, and security guards appeared to assist in ushering people out.

"Okay, _that's_ surreal," Peter said. "Why don't you head out to the car."

"What about dad?" she said.

"I'll look for him," Peter said, already scanning the crowd, his senses unfolding. "Just go, please."

She looked at him for a long moment. "I'll wait in the car," she said in a small voice. He nodded, already expanding his sweep.


	2. Trust

"Couldn't find him," Peter said, his voice worried. "Let's take you home."

"Okay," she said, and they got in the car and headed out of the parking lot.

They didn't talk much on the way home, their minds racing for what questions to ask. As soon as they were parked Gwen rushed up the steps and let herself into the house, Peter on her heels. "Maybe he got home before us," Gwen said. "Dad! Dad?"

Peter headed for the study, and Gwen went to the living room. "Dad! Are you okay?" he heard her say, and Peter changed course.

"Mm?" John Stacy said, blearily blinking. He was sitting in an easy chair, his shirt half unbuttoned, one cuff done up and the other loose around his wrist. "Gwen! Hello, what time is it," he muttered, levering himself forward.

"Almost ten," Peter said. "You must have driven pretty fast to get back here before us."

"Back?" he said, confused. "Ten? But… Oh, no, I must have missed the beginning of the auction!" he said, his eyes suddenly wide awake.

Peter felt the hair stand up on the back of his neck as his mind tried to put the pieces together and couldn't find them all. "What's the last thing you remember?" Peter asked.

"I had just finished breakfast," John said, gesturing with his bony hand towards the breakfast nook with its large bay window. "Came in here, sat down for a moment… that was just after six." He blinked again. "You kids leave the auction early?"

The doorbell rang, and the three of them froze. "I'll get it," Said Gwen.

She opened the front door. A man with a grim look on his face stood on the stoop. He raised his hand with its badge, and though the words cost him great effort, he said "I'm Detective Brilhart. Is your dad home?"

She took a long, dizzy moment to collect her answer as she looked the Detective over. His face was old for a man as young as he was; he was thirty but his eyes were far older. His dark hair was combed, his suit neat enough. She nodded curtly and stepped aside. He had been here for dinner many times. He knew the way to the living room.

"Hello, Jim," John said as the detective walked into the room. "What's going on?"

"I'm afraid I'm going to have to ask you not to leave town, John," the newcomer said. "The auction lots. They were stolen. You are a suspect, John."

Retired Police Captain John Stacy went white to the lips.

"Ah, come on now," Peter said. "Based on what? What's the charge?"

The detective looked at him sideways. "Someone stole all three exhibits for the auction today. We have some evidence that is incriminating, John. We'll need a statement from you two as well."

"This is unreal," Gwen murmured, sitting on the couch.

"I've dissuaded them from taking you to the station," Brilhart said to John. "Please don't do anything rash. I've got to go. I'll get your statements at the station if you wouldn't mind dropping in," he nodded to Peter and Gwen. "I believe you know the way. Speaking of which, I can show myself out." And he did.

The room was bathed in stunned silence for a long, long moment. No one made eye contact.

"Incredible," John muttered. "Simply incredible." He half turned, then his mind dropped into first gear, pulling him out.

"The guestbook is where they'll start," he murmured, his eyes distant. "They'll get statements from everyone who signed in and begin to cross reference the list with what's on the videotape surveillance to see who's missing or who doesn't belong. Yes. And the staff, too." He sank into his chair.

"I saw you there," Peter said. "We both did. You were at the auction."

"I have no memory of that," John said, looking at him. "I can't deny it, but if I _was_ there I took the car. Come on," he said, and he got up and headed out the door. Gwen and Peter exchanged a glance, then followed.

John walked up to the ancient luxury sedan he cruised town in. "Here," he said, putting his hand on the hood. "It's cool, see?" he said. He unlocked the car, and popped the hood. Peter raised the hood up and touched the engine. It was cool.

"It's a twenty minute drive to the museum," John said quietly. "Unless I took the bus?" He and Peter looked into each other's eyes for a long moment. Then John looked to his daughter. "Gwen, could you please get me something to drink. I'm quite overcome." He slumped at the wheel.

"Yes, just a minute," she said, and she trotted back up into the house.

"Peter," the retired captain said, his eyes and voice suddenly sharp, "I need you to trust me. I might know a little more about you than I let on. I keep my eyes open, as it were. And if anyone can help me in this unusual case, it's you. Will you trust me when I say I didn't do it?"

There was a pause that threatened to stretch out indefinitely. Peter thought back over his time with Mr. Stacy. There was only one answer.

"I trust you," he said. Then, with more conviction: "I trust you."

"Then let's figure this out," John said in a low, hard voice. He stood, energy fresh in his figure. They returned to the living room, where he took the water from Gwen, who sat.

"What was I wearing?" he asked.

"Your gray tweed," Gwen said. "I saw you distinctly."

"For the moment let's operate on the hypothesis that I wasn't there. We can modify later if appropriate," John said. "We can be confident I did not arrive under my own power, so if I was there, someone took me. But as you see," he said, looking down, "I'm half into my brown suit."

"Why change you?" Peter asked.

"This is odd because I put on my gray suit this morning, but was changing into this after breakfast because I dribbled some jam on it," he said. He left the room and bounded up the stairs, followed by Gwen and Peter. In his bedroom, he stopped. The gray suit was neatly laid out on the bed. "I put it there to go to the cleaners, and it has not been moved, I wager," he said. "Still, to have the same suit, someone must have seen me _this morning_, so I was under observation." He paused, rubbing his hands together.

"Now the question is," he said, turning to them, "did they acquire the suit before today, or on the spot? I would think that if they were professionals it would be before hand, which means they either observe me closely, check with my cleaners, or have entered the house before to inspect my wardrobe. Let us keep that question in mind and see if other questions can inform a theory." He turned and walked back down the stairs, and sat in the den. They joined him there.

"It is not like me to fall back asleep in the mornings," he said. "I think I was drugged. The question is, how? I had just completed breakfast, so there could have been a chemical agent there. Or they could have drugged me in my sleep with something that didn't kick in until later. If they put a chemical drug in the food, that could be dangerous because it could get Gwen instead of me, or it could be found by a thorough police investigation. No, it is more likely someone entered the house and put something in my food while I was looking the other way. Gwen, did you see anyone this morning?"

"No," she said, wide eyed. "I just said goodbye to you on my way out."

"I mean when you came back to change your shoes," John said. "When you got a piece of toast for yourself?"

"I didn't come back," she faltered, glancing between him and Peter. "When I left here, I went straight to Peter's place."

"She called first, woke me up," Peter said. "There wasn't time for her to go back."

"Then we're dealing with multiple imposters," John said, his brow furrowed with thought.

Or someone who can impersonate both Stacys. Peter's eyes narrowed. "I have a theory. I'm going to go talk to the detective," he said, and he stood and headed for the front door.

No one stopped him.

**xXx**

Peter waited in the lobby of the museum, by the police line over the entry to the exhibition gallery where the auction had been cancelled.

"You wanted to see me?" Brilhart said, meeting Peter with the police tape between them.

"I'd like to help," Peter said. "I'm familiar with the Captain, and I think I can be of some use to you."

"Or some use to him?" Brilhart said, raising an eyebrow.

"I want the truth to come out," Peter said firmly, making eye contact. Brilhart thought it over.

"What do you want?"

"I just want a chance to look at the video tapes, that's all," Peter said.

"Forget it, kid," the detective said, turning away.

"The captain spilled jam on himself this morning," Peter said. "Remember, when you showed up he was in a tan suit. The suit he took off, with the jam on it, was the gray tweed you'll see in the tapes."

Brilhart looked at him. "Maybe he got dirt on it, ripped it."

"Do you really think he nodded off without chemical assistance? You think he faked it to cover his tracks? You think a brilliant detective like Stacy couldn't come up with a better alibi than he dozed in his chair?"

There was a tense moment of silence.

"Okay, you can look at the tapes, but that's IT," Brilhart said.

Peter ducked the tape and headed in.


	3. Collaboration

They stood in the museum's security office, watching the tape. On the screen, Stacy stood on the dock, glancing around, holding down the button that opened the bay door to the dock. Two vans rolled in, and Stacy hit the "close" button on the door and followed the van in.

"This is the only camera he hadn't disabled," Brilhart said quietly. "He took down every camera in the wing from this office, but forgot this tape because it is perimeter security." He glanced at Peter. "This is damning. There were six guys in those vans, and this was time-stamped seven fifteen this morning. It times out just right for when he would have left. That left him enough time, as security director, to cordon off the exhibit and steal it with that manpower."

"The vans are gone?" Peter said.

"Yes," Brilhart said. "You happy now?"

"I'd like to rewind a half an hour," Peter said. Brilhart looked at him, his forehead creased with doubt.

"Please," Peter said firmly, still watching the tape. Brilhart grudgingly rewound it.

Stacy stepped out at seven precisely. He shuffled his feet for a minute, then fished out a cigarette and lit up in a practiced motion.

"There," Peter said, feeling excitement awaken. "There, you see that?"

"Yes," Brilhart said. "Stacy smokes. Nothing new."

"But he smokes _pipes_," Peter said, glancing at the detective. "I've never seen him smoke a cigarette before." Especially not one that expensive, he thought to himself, but the tape offered insufficient detail to add that to the official evidence.

The captain in the tape saw the vans coming, and fumbled with a key ring. He tried one, two, three keys before he opened the security box over the bay door controls.

"Odd that he wouldn't know which of his keys opens the console," Peter mused.

"Maybe it's the pressure of the crime he's about to commit," Brilhart said.

"Maybe," Peter agreed. "Look, I need to take a look around the crime scene. Please? I've been helpful," he said.

"You have, huh," Brilhart said. "Aside from commenting on the Captain's smoking habits, you've brought me nothing."

"Give me a chance," Peter said. "I might surprise you." And his eyes grew very deep.

The detective looked away. "Percy," he yelled. A cop poked his head through the door. "This is Peter Parker, Parker, this is Officer Percy. Officer, please escort Mr. Parker as he tours the museum."

"Yes sir," said Officer Percy.

"Thanks," said Peter. And he headed out.

Brilhart rewound the tape and paused it as Stacy took a drag on the thin cigarette…

**xXx**

Peter started in the parking lot, where he let his senses unreel as he looked all around. He sniffed, got on his hands and knees and crawled around, got into the trash can. Then he opened the dock door and ran inside and listened. He walked down the back hall to the auction lot storage room, then he searched the room briefly, and went outside and down to the maintenance room, where he scowled to himself. From there he went to the back hall, and he knelt to inspect several doorknobs. Officer Percy kept pace, giving up on small talk; he suspected Mr. Parker couldn't even hear him.

"Take me back to Brilhart," Peter said absently.

Brilhart was filling out some paperwork in the security office. He looked up briefly as they walked in. "Solved the case yet, Parker?" he asked.

"Not yet," Peter said, "but if I give you a third of the missing collection will you promise me full cooperation?"

Officer Percy and Detective Brilhart stared at him in a moment of unabashed wonder. Brilhart barked a laugh.

"Sure, kid, on the condition you tell me how you found out, whether it incriminates Stacy or not."

"Trust me to be fair," Peter said with a curt nod. "I have your word? Full cooperation?"

"You have my word," the detective said.

"Follow me," Peter said.

"If you're wrong, you're outa here," Brilhart muttered darkly.

"That's fine," Peter said. "Call a janitor. I need through… this door," he said as they rounded a corner and stood in front of an unmarked, innocuous door. Brilhart nodded, and the officer got on the radio. In a matter of moments a janitor approached, a ring of keys jangling on his belt.

The door opened and Peter led them down the narrow steps to the storage cages down below. He glanced around, unnaturally alert, then he walked down an aisle, turned left, watching the floor, and walked to the end of the alley. "Here," he said. "Give me a hand with this." He touched a huge, heavy bureau that was backed up to one of the cages. The three men put their backs into it and shifted the heavy furniture.

"Woulda thought that'd be heavier," puffed the officer. "Looks like it's made of solid oak."

But Peter and Brilhart were looking behind the bureau, to where the storage cage was. Peter jerked the cage once, and it opened. He stepped inside, took hold of the tarp, and whipped it off the pile like a magician completing the trick.

There were stacked canvases.

"The Schwinters collection," breathed Brilhart. "I'll be damned." He rounded on Peter, his eyes flashing with what could be anger. "Okay, now talk."

"They shut off too many security cameras," Peter said. "They needed to kill three, including the one on the dock. They knocked out fifteen, _not _including the one on the dock. That gives me two clues. One," he said, holding up a finger, "they _want _you to see Stacy on the dock. Two," he said, "they plan to do something somewhere else in the building. I checked the second clue first. Storage, the loading dock, and the exhibit are all connected by back corridors likely to be abandoned on a Saturday morning. If you check the door upstairs, you'll find a sticky residue on it by the knob. They used packing tape to keep the door from latching. This would only be necessary if they had no lock picking skills or no time for that on their timetable and they only had one or no master keys."

"But you didn't even come down here," the officer said. "How did you know it would be in this particular storage cage?"

Peter looked at him. "Once I got down here, I just looked for the most inconvenient place in storage. In this case, behind this bureau. That's where they'd put the artwork, so a casual search wouldn't turn it up." He looked back at the detective. "If they hide the art down here, it would be simple enough to return to collect it and anything else later, when the heat dies down."

"You haven't helped Stacy any," Brilhart said.

"I'm not here to help Stacy," Peter said. "I'm here to get to the bottom of this."

"Why the interest?" Brilhart asked, his eyes narrow.

"Because this stupid theft soured my date," Peter said, "and I _hate _that."

**xXx**

"Yes, a complete inventory of the storage area," Brilhart said to the officer, who nodded and left to coordinate. He turned back to Peter, who was comfortably seated in a chair in the security office of the museum. "Okay, you got your cooperation. See what you can make of this. They found one of the vans about ten minutes ago, abandoned at a Quik Trip. It was empty, no traces of any art. I figure they switched vehicles. Clever bastards."

Peter said nothing, his eyes narrowed, his mind racing along different threads, looking for connections. He stood.

"Thanks for your time and cooperation. Please give me a call at this number, we have an answering machine, if anything else comes up. I have some more questions for the captain," he said.

"Keep me posted," Brilhart said. "You wanted cooperation, it comes at the price of cooperation."

"You got it, sir," Peter said as he headed out.

**xXx**

Gwen met him at the door. "Peter! How did it go?" she said.

"I found some more out," he said. "Getting from the museum to here by bus is murder, though."

"We're more interested in theft, I believe," the retired police captain said dryly from the hallway inside. Peter stepped in.

"I hate to be a pest, but do we have any food?" he said. "I haven't eaten today."

"Of course," John said as Gwen stepped into the kitchen. "How's the investigation going?"

"They've found a third of the artwork, it never left the building. Also, one of the two vans that was in the theft has turned up empty and abandoned. I have the feeling time is slipping away from us, but I think I know where another third of the collection is."

"What are you going to do?" Stacy asked.

Peter looked him in the eye. "Wait until nightfall."

Stacy slowly nodded. "I've done some checking of my own," he said. "As for the artists, there's nothing unusual in that background. I also looked into the poet. If they are any kind of mysterious figures, it's very well concealed indeed. Also, their works aren't worth that much in _any _market, much less one that would warrant their theft. I suspect it's the Xavier collection that the perps were after. Not a fortune involved, unless I miss my guess; more likely some kind of information. He was involved in a shady institute that did research into mental powers, psionics, weapons grade research if I read between the lines correctly. That being the case, perhaps they want his notes to duplicate some specific process."

"We can't allow that," Peter said. "And we've got to clear your name in all this." Of course, it would be a weapon the thief would be after. His eyes narrowed. "Captain, I need your help."

"Just ask."

"Do you know of a place that the feds would keep under constant surveillance, somewhere across town from the station?" he asked.

"I know of at least four places."

"Tell me," Peter said.

"Well, the most famous one is Gorozani's Eatery, it's a mob hangout."

"Perfect," Peter said to himself.

"Let's get you something to eat," John said, putting his arm around Peter's shoulders.

Peter desperately hoped he was right and Captain Stacy was blameless in all this.


	4. Sting

A shadow among shadows, the spider ghost slipped up the side of the building, up to the prominent dome over the exhibition area. He was sure he was right. Just a matter of proving it.

He moved, liquid and graceful, even after a long night of cross-town swinging checking out a remote location. He stealthed around to the roof access hatch. Under his black mesh, he smiled. Military grade trip-mine, gas grenade style. He reached around its wire trigger and checked the door. Not locked, which was a nice break for him. He slid the door open while still clinging to the ceiling, then he opened it just enough to slip through and shut it behind himself, scuttling up the ceiling.

From below, the exhibition hall had a flat ceiling. So he knew there was a room up here. A room no one would think to check.

Currently a room full of crated boxes of books, with a table in the middle of the room covered by Charles Xavier's personal notes being examined and cross referenced by four professionals.

Sleeping in a chair at the end of the table was an attractive blonde. Her feet were up on the table, and a silvered pistol was on the table by her ankles. The spider ghost saw the blade in her belt, recognized it. He had guessed correctly. He took the note he had prepared, slid to the floor, and crept up to her. Ever so gently, not daring to breathe, he put the note in her lap, not so much as a touch to rouse her. Then he was up the ceiling, through the trapped and guarded door, gone into the night grinning like a madman.

The plan was in motion.

**xXx**

"What?" Gwen said, her jaw dropping.

"I said," Peter said, "the three of us need to go to the police station today, to turn ourselves in for protective custody."

"But why?" John asked, his brow furrowed. They were seated around the remains of breakfast; today Peter had driven himself over.

"It is especially vital for you, Captain, that you be under constant guard with someone watching you all day. We can be released about 4, so we can get home in time for supper. Detective Brilhart has promised me cooperation, so he'll be okay with our request. He has to be."

"This is a strange move," John mused, watching Peter. "What's your plan?"

"That's it, sir," Peter said. "The police must be absolutely sure we're under lock and key so if the imposter tries anything by impersonating any of the three of us…"

"Airtight alibi," John mused, his eyes lighting up. "And you have a way to encourage the imposters to show themselves?"

"Perhaps," Peter said, his eyes merry. "Perhaps."

**xXx**

The retired police captain relaxed in his twelve foot by twelve foot room. On the security camera, they could see but not hear him chatting with the wary guard.

Peter and Brilhart stood shoulder to shoulder watching the camera feed. Brilhart looked up at Peter. "Let's get back to my office," he muttered. Peter nodded, and they left.

"I don't know what your game is," Brilhart growled, "but this is a damned weird request."

Peter shrugged. "I'm testing a theory. Did you know I'm a science major?"

"Shoulda guessed," Brilhart muttered. "You trying to intern for a forensics job on the force with this stunt?"

"No," Peter said, smiling and shaking his head. "I want a job with some money in it, some prestige, where I don't have to go racing off to pick over dead people at three in the morning."

"Imagine that," Brilhart said, a smile threatening his stern demeanor. "Ambition."

They stepped into his office. "You get your own, huh," Peter said, looking around. "Swanky."

"Have a seat and amuse yourself quietly until Officer Percy gets here," Brilhart said. "He gets to be your babysitter today."

"Right," Peter shrugged. "Fine."

**xXx**

Peter and Gwen sat back from the table as Percy took the pizza box out of the room and down the hall. "This is quality care," Peter said. "Ordering in is a good plan."

"Peter, I'm scared," Gwen said in a small voice. "I really don't know why anyone would target dad."

"They didn't," Peter said. "He was the door. He was the tool. The target was one of the exhibits. Some people and organizations, they don't care who gets hurt as long as they get what they want. Right now they think that your dad serves them better as a live red herring than as a dead clue to who committed the crime. They didn't even bother with a good frame, just a few sloppy gestures to throw the police off long enough for them to get away."

"Are they going to get away?" Gwen asked.

Peter chuckled uneasily. "No, they aren't," he said.

"The police will get them?" she asked, a peculiar question in her voice as she looked him right in the eye.

Peter opened his mouth, then shut it, then shifted position. "Yeah," he said. "Probably."

She put her head on his shoulder, and for just a moment he would have given anything to read her eyes.

Then Officer Percy was back. Peter looked at the clock. "Figure we'll leave at four," he said.

**xXx**

The Stacy's, Peter, and Brilhart stood on the steps of the police station.

"Good luck to you," Brilhart said. He shook his head. "Sure you don't want to stay the night?"

"Shouldn't be necessary," Peter said. "Hey, do me a couple more favors, huh?"

"You are running low on favors, civilian," Brilhart growled.

"These are for your own good," Peter said. "Check with Agent Farley of the F.B.I. and ask to look at surveillance tapes of Gorozani's Eatery between ten and two today."

"What? That's a known mob hangout."

"Yeah," Peter said, "under constant independent federal observation. See if you can get anything useful to your case. Trust me on this one."

"God I hate the feds," Brilhart said, shaking his head. "Okay, you have me curious. I'll check it out. What's the other favor?"

"Send a forensics team up to the dome of the museum. The janitor should know how to get you up there. Shouldn't be any boobytraps, but keep your eyes open."

"What am I looking for up there?" Brilhart said.

Peter smiled, turned, and headed down the steps.

"Parker, what am I looking for up there?" Brilhart barked.

"A library," Peter said over his shoulder.

**xXx**

The phone rang, and then it jumped off the table and smacked against the wall. Where it stuck. It rang again.

Peter's face popped up off the bed, looking along his wrist's line of fire. Phone. Daytime. He blinked, becoming conscious, and then swore.

He hopped out of bed and pried the phone off the wall, taking a bit of plaster. Note to self. Get backboard for phone. He dragged the handset off the base, trailing sticky strands of web. "Morning," he said.

"Okay, Parker, enough games. You're going to come down to the station right now. You've got some explaining to do. If you aren't here in thirty minutes I'm sending a black and white after you."

"Easy, easy," Peter said with a grin. "You see the tapes? Are they date and time stamped by a federal agency?"

"Now, Parker!"


	5. Counterintelligence

Brilhart came out of his office before Peter could get to the door. "Get _in _here," he snapped. Peter followed.

"Okay," Brilhart said. "Here." He pushed play from where it had been paused. The video looked over a street corner

Retired Police Captain John Stacy walked to the phone booth and put his back to it, waiting. He pulled out a thin cigarette and smoked it.

The time was yesterday, ten fifteen exactly. Peter grinned broadly.

"That's across town from here," he said.

"And most of Xavier's library collection was in the dome."

"Just missing the personal documents," Peter added.

"I suppose you know the second van, with the Finch collection turned up abandoned?"

"I didn't know that," Peter admitted, "but I'm not surprised."

"They left it in the theater parking lot, down the street, where it could sit for days without being reported."

"Clever, aren't they?" Peter asked.

"Now you tell me what's going on and things will go easy for you, but you leave me with a shred of doubt about your loyalties and you'll find it unpleasant," Brilhart said, the doubt in his eyes making him afraid, which made him angry in one easy slide. "How did you figure this out?"

"You'll note the expensive cigarette," Peter said in a small voice, pointing to the agitated Stacy imposter on the video.

"Get to the point, Parker."

Peter sat down. "From the beginning it seemed clear it wasn't about theft for money. Too dangerous, for too little reward. Nobody's even _heard _of Finch before, for example. So they were looking for something else. Captain Stacy did a background check on everybody, and Xavier came up with espionage style research possibilities in his spotty past. Personal library, notes. Okay so far?"

"Okay so far," the detective said, arms crossed over his chest.

"It wasn't a frame, either, too sloppy. So the criminal aspect of it was just a cover. If they stole only the notes they wanted, it would pop up red flags a lot more visibly, revealing their goal, to others of similar interests. Implicating Stacy in the theft was an afterthought."

"What, spies are the perps?"

"Yes, exactly," Peter said. "But operating outside government auspice or they would have headed for a safe house right away, so whatever they're looking for probably isn't very nice and no one wants to claim responsibility for looking for it. Didn't you ever watch James Bond or Mission Impossible?"

"Go on," Brilhart gritted out. "I'm more a Hills Street Blues, N.Y.P.D. kinda guy."

Peter shrugged. "Any evidence I secured would be suspect because of my connection. To establish reasonable doubt, I had to get an outside confirming source. So the eatery."

"How did you know the imposter would be there?"

"Back to the dome. From inside the exhibition hall, the ceiling is flat, and it's under the dome. So I knew the dome was close, and unused, and perfect for their purposes. Also, they were camped out up there researching while you all were running around right under them. Nerves of steel." He shrugged. "I left a note where they would find it. An invitation to wait for a phone call, only Stacy and no one else. So the imposter _expected_ to be spotted, but didn't know about the rest of my plan." He sighed. "Everything's back, they just thought they'd check some books out of the library for a while."

"Hell of a library card," Brilhart said, watching Peter sideways. "That's some fancy detective work, kid."

"Think so?" Peter said. His mind followed that for a while, seeing where it could lead.

"I think so," Brilhart said. "So now how do we catch the perps?"

"All seven of them?" Peter said with a smile.

"Yeah," Brilhart said. "Got any genius left?"

"First," Peter said, "do you think this is enough to clear Stacy's name?"

"We've established he has a double," Brilhart said, "but they could be working together."

"What's Stacy's motive?" Peter asked, exasperated. "Money for a collection he didn't sell?"

"If it's spies, there's money in that," Brilhart shrugged. "Maybe they paid him."  
"Then why bother with a double?" Peter said. "Or why not come up with an airtight alibi to begin with? Why reveal yourself and put yourself at risk?"

"Maybe he was doublecrossed."

Peter looked at him for a long minute, then shook his head.

Brilhart nodded. "Let us do our jobs, kid. You aren't the police."

"Don't I know it," he said, standing. "I've been as honest with you as possible. Can I go?"

"One other thing," Brilhart said.

"Yeah?"

"Where were you last night?"

"At home, in bed."

"Really?" Brilhart said, a glint in his eye.

"Really," Peter said, challenge in his.

He left.

**xXx**

Peter walked along the sidewalk towards his car, fists jammed in his pockets, eyes down, mind racing. Something was out of place. He stopped, blinked. He paid close attention to his senses, raising his eyes.

There was a meter maid standing by his car, writing a ticket.

Peter set his jaw and approached.

"Hey blondie," he said. "Sure I can't talk you out of writing that ticket? Seeing as how I'm paid up on the meter?"

She turned, her green eyes bright. "You must think you're very clever, Peter Parker," she said. "Tell me what your connection is to the shadowy man with the adhesives or I'll kill you right now."

"He's called the spider ghost," Peter said.

"How do you contact him? Have you ever seen him under the mask?"

"Never have. He's a friend of John Stacy. He asked me to help him out clearing his name."

"How do you make contact?" she asked.

"I don't, he finds me. He's kinda stupid, though, and mouthy as hell."

She nodded once. "I have an errand to run, then we'll talk about that some more. Don't try to skip town."

"Hey, about Stacy," Peter said. "Don't be a sore loser, okay?"

Her eyes went frosty for a moment. "I'll _show_ you sore loser," she murmured. Then she turned and walked into the crowd. In a single reflexive motion Peter sucked on his tongue and spit a thin stream of pheremone loaded saliva at her; it sprayed her calf. She didn't seem to notice.

Peter watched her go as he absently tore up the ticket.

**xXx**

"Lookin good, stud," Harry said, slapping Peter on the shoulder. Peter looked down, wearing Harry's clothes, borrowed for the occasion. Band collar shirt, baggy slacks, wingtips, a silver studded belt.

"I'm wearing my last paycheck," he said nervously. "You sure this is okay, Harry?"

"You're clubbing with MJ and Gwen and me tonight, Pete," Harry said firmly. "You can't have a delicious arm ornament like Gwen and _not_ club, kapeesh? Furthermore, you're going to have a good time or I'm gonna hurt you. You've been all wrapped up in this crime thing for the last couple days, and you seriously need to relax, my friend. So we're going to go relax, let it all hang out. It's Saturday night, for God's sake. C'mon, man, you're built like a dancer. Show Gwen your stuff. This is your chance to show MJ what she could have had if she had stayed with a bum like you instead of going for the gold." He grinned, then turned to the mirror and combed once again through the controlled, contained mat of curly burnt umber hair.

"Okay," he said, looking at his reflection. He spritzed his mouth with freshener. "Okay. Tonight God loves women, because you and I are _unleashed_, roomie. Ready to go?"

"Sure, Harry. Let's get outa here."

A car pulled up in the driveway, thudding bass dully penetrating the walls. The horn beeped once, twice. They headed out to see an extremely attractive redhead hopping out of Gwen's car, wearing a sheer, tight black dress that could be a slip, accessorized with four inch stiletto heels and black and silver jewelry.

"rrRRow," she said, her eyes roving the two men.

"Cut it out, MJ," Gwen said from inside the car.

"Didn't say which one I was looking at," MJ said with a predatory grin.

"Both," Harry said. "You look smashing, darling. Shall we go?"

She hopped into his car after he unlocked the door with his remote. Then they roared off. Pete slid down next to Gwen and gave her a kiss on the cheek. "Ready?"

"Let's go," Gwen said, and they followed.

She turned off the stereo once they got on the road. "Peter, you seem… preoccupied."

"I don't think we're ready to celebrate yet," he said, his thoughts distant. "Something else is going on with the case." The Stacys were threatened. Peter felt time slipping away, knew that as long as the spy was on the loose they were in grave danger. But he couldn't tell Gwen that. She said nothing further, watching the road. She bit her lip once or twice; she was thinking too. He didn't notice.

Harry didn't even ask, he covered the door charge for the four of them to head into the thudding, dim interior of Elektroflash. They found a table, and Harry led the charge to the dance floor.

Peter absently copied one of the other dancers, mimicking his moves almost subconsciously. He was vaguely aware of Harry's hoot of amusement, impressed with Peter's concealed history of dance; Gwen didn't need to do much dancing, she was beautiful enough to move with the music and attract looks. MJ was wriggling like a fiend, and Harry was keeping time. This was one rocking party.

Here and there, under the heavy smell of dozens of perfumes and body odor and cigarette smoke and other smoke, Peter kept catching flashes of his own breath, flashes of a face in the crowd, of a hundred faces in the crowd. Peter's mind flashed along what the spy had done, what the spy would do, how he could counter it, the danger that surrounded him. He stopped dancing at the end of the song, not even winded, and the group trooped off to a table.

"Peter, you okay?" Gwen said.

"I'm really not feeling well," Peter said.

"Tuckered out, mister dervish?" MJ said, her eyes sly. "You sure don't look it."

"I think I gotta go. Thanks, Harry, see you tomorrow, Gwen. I just need some rest right now, sorry guys," Peter said as he stood and took his leave. "Can I take the car, Gwen?" he asked.

"Sure," she said, her eyes unreadable as she gave him the keys.

Harry watched him go, his mouth a tight line. "Doesn't know how to work _or_ play," he muttered. Then he looked back to the ladies. "There goes a troubled man with no instinct for territory," he said, grinning at Gwen. "It falls to me to make sure you ladies get the time of your lives tonight."

"Here we go again," MJ said, rolling her eyes, leaning her head back on Harry's shoulder.

"Be back in a minute," Gwen said with a quick apologetic grin. She moved at the best semi-casual speed she could after Peter.

"_Still_ hasn't dumped him," MJ said without shifting position.

"Yep," Harry said, his voice tight.


	6. Undefended

The streetlamps flashed by overhead in time to the slow strobing of Peter's thoughts. First back to the apartment, wouldn't dare try anything in borrowed clothes. Get some mesh. Yes. Then go stake out the Stacy residence. That's where the spies would wait for the spider ghost, both the spider ghost and the spies using Stacy as bait. Peter's eyes narrowed. This wasn't going to be pleasant.

**xXx**

Gwen reached the parking lot.

"Hey babe," said Peter.

She turned, gasping, a hand reflexively going to her chest. "Peter?"

"I didn't want to do this in front of the others," he said, casually tilting his head toward the club.

"I'll go with you," she said. "I want to be with you anyway, not them. You're the one I love, Peter," she said, anguish in her eyes. "I can't stand to see you like this. You get so… distant sometimes. Like no one else is in the world but you, and whatever you're after."

He gently put his hands on her shoulders. "That's because you can't keep up, Gwendy," he said softly. "Let's face it. When you're not dead weight, you're boring. Here, tonight, with MJ… I mean, face it. You're a cow. It's not even fun to trash you to my friends anymore. I'll take your car home, you can get it tomorrow." The expression on his face was still tender and cruel. "Am I being clear? Did I leave anything out?"

"But… I thought you loved me…" She couldn't even gasp for air around the cold stab of agony in her chest.

A slow smile grew on his face. "_God_ you're stupid," he said. "I love you more than Harry and MJ, that's for damn sure. At least I'm finally coming out with it to your face instead of keeping you around for amusement value. You should hear them go on, about what a moron you are. Go back inside now," he added, his voice soft and paternal. "Go play with the closest thing you'll ever have to friends." His voice hardened. "Go."

Slowly, almost staggering, she went.

Peter sighed, smiled, looked up at the moon. He fished a cigarette out of his pocket and lit it, smiling in his own incense. "Have a nice night, Peter Parker," he smiled to himself. "I'm just getting started. Sore loser, indeed."

**xXx**

Peter swung from one tree to another, firing web, whipping up the building, and landing with a roll on the roof. Damned traffic held him up there at the end, Saturday night in a residential neighborhood, who knew, but he had changed in record speed and now he dropped into place on the building facing the Stacy residence.

Just in time to see himself walk out the front door.

His stomach went cold as he caught a whiff of spider tracer. It was the spy, who looked like him, who was wiping his hands off on a towel, leaving pink traces—

Peter came face to face with a choice. Go check on John and do some difficult explaining, or catch up to the spy and put an end to this.

It took a moment only. He saw himself get into the black sedan, and he was in motion.

Two blocks down, a red light. He launched through the air, slapped onto the streetlamp over where their car idled, and he lowered himself on a web strand, moving fast. He could hear them.

"didn't even know she had it. But now we know where his New York safehouse is, used to be a testing site for his precious Institute."

Peter hit the ground and scuttled under the car, flipping and holding on, staying out of the way of moving parts and straining his hearing to make out the conversation in the car.

"Lock and load. We take Xavier _tonight,_ before he gets wind of our interrogation of his girlfriend." Yep, it was the metermaid talking.

Okay, Parker, think this through. Four goons plus the spy in the car. Assume they're heavily armed. Going to confront some guy, Xavier, who's supposed to be dead or they wouldn't be selling his library off. They found out about his girlfriend in his personal notes, so they interrogated her for his whereabouts. She didn't know, but she had some bit of information that gave him away. Don't know where his safehouse is, so can't beat them there. Don't really want to take them down in a fight, as turning them over to the police would solve nothing _and_ make them angry, and killing them is out of the question. Think…

The car turned into the dock district, and before long they pulled up. "Okay, let's move, by the numbers, fast and hard," the metermaid said.

They moved. Peter rolled out from under the car, fired web up to the rooftop, and whipped up to shadow them from above.

The team whipped submachine guns out of their coats and dashed into the dark warehouse. Peter tensed, waited. He'd make his move when they came back out.

He waited.

And waited.

Then he heard a blast of gunfire; maybe one shot, or a number of shots all at once. His blood ran cold, and he checked his internal clock; they'd been in there ten minutes.

He settled down to wait some more. They'd need their car.

He waited half an hour, and he was just standing to move when someone came out of the warehouse; he ducked immediately.

It was a bald man, walking unsteadily, as though unsure of his balance. He headed down the block, walking with increasing confidence as he went, then turning the corner.

He smelled of the tracer; it was still the spy. Why the new form?

Peter nodded to himself. He could follow the tracer after he checked out the warehouse. He dropped from the roof and stealthed into the warehouse. He began to search.

The stairs were easy to find, and from there he smelled blood. He stopped in the doorway to the office reception area on the second floor gantry; inside, four men lay on the ground, sprawled, their blood and brains sprayed all over the ceiling and floor and walls. It looked almost like suicide.

Feeling cold, he moved around into the office reception area, then into the office.

There, against the wall was an egg shaped chamber with a porthole. He saw a pale, thin middle aged man with upswept eyebrows. He stepped up to the porthole, grateful for his mask. He tapped on it.

The eyes fluttered, then opened. "Spiderghost," the man said.

"Yeah," Peter said warily.

"This is Mystique. We danced at Stark's place, remember?"  
"Oh, I remember all right," he muttered.

"Listen, you've _got _to help me," the man said.

"I would, except you left a few minutes ago. I don't know who you are, but you aren't Mystique."

"Heh," the man said. "You saw Xavier leave in my body. Xavier is a psycher, he affects peoples minds, makes them do things, makes them see things. He faked his own death. We tracked him down to end the madness, but he got the better of us. We had countermeasures to help us against psychers, but… they weren't enough. He's got my body, spider ghost, and he put me in his."

"The four goons you came in with?" the spider ghost said.

"He took control of their minds, made them commit suicide. He took control of my mind too, and I just climbed right in that chamber next to me by myself."

The spider ghost looked over, and indeed there was another chamber just like this one that was now open.

"He's switched our minds, spider ghost," the thin man said again. "Now he can manipulate minds, and he's a shapeshifter too. You must stop him. If he gets away, no one will be safe from him," Xavier's body said, edging on panic.

"You want to come with me?" he asked.

"No," said Xavier's body. "No, this body is a cripple. I need a wheelchair just to get around. I'd slow you down."

"Is that why he stole yours?" the spider ghost asked.

"He contacted a doctor a couple months ago to try to get use of his legs back. I think that's one reason. Being a shapeshifter won't hurt either."

"I might be able to get you out of this," the spider ghost said. "If I do, that's worth a favor. If get your body back, that's worth another. Agreed?"

"I have little choice," Mystique said from Xavier's body.

"Okay," the spider ghost said, mind racing down different avenues of thought, trying to assemble a workable plan. "Okay. Does Xavier have any explosives here?"

"I think so," Xavier's body said. "Check in the closet downstairs, it's locked up and should have some military explosives there."

"With a timer?"  
"What are you thinking?" Xavier's body said with a quaver in his voice.


	7. Choice

Xavier had gained confidence, and was out of breath from running a short distance when he stood, breathing heavily on the street corner. Running. A real body. He smiled, a wide grin.

So much effort, to hold this formless body together, to give it direction. He reflected that Mystique had been able to perfect her control over the course of a lifetime. He was still forced to mentally micromanage his shape. It was unsettling, new, different, distracting.

Exhilarating.

Click.

Xavier turned to see a man dressed in a black leotard with two large white eyespots toss a remote control detonating switch over the rail into the water.

"What is the meaning of this?" he asked, sensing that the dark man was looking right at him.

"I just started a three minute countdown," the dark man said. Xavier snatched his name; Peter Parker.

"Meaning?" he pressed.

"Meaning the explosives I just piled around Professor Charles Xavier's body with Mystique's psyche will detonate in two minutes and forty five seconds."

There was a tense moment between them.

"And what do you hope to gain by that?" asked Xavier coldly.

The dark man shrugged. "Maybe your psyche has moved over," he says, "and maybe your psyche has the power of your mind. Then again, maybe your psyche draws that power from its _brain_," he said pointedly, "which will be a charred lump in two minutes and thirty seconds. Now just a second," he said, stepping back and raising his hand. "If you take control of me, you might make it back in time, but without my skills you'll be stuck with just my ability. And if you try to take too many bodies at once," he shrugged, "who knows what could happen to you. Is it hard keeping the shape shifting under control?"

"You have no idea," Xavier gritted out. "What are your demands? You are not a killer." For that much he easily sensed.

"All you have to do to live is to let go of Mystique's mind and return to your body. She's unconscious, I saw to that, but you could overcome that unconsciousness, am I right?"

"You are right," Xavier said, his voice cold.

"The timer is on your lap. It's a simple matter of hitting the 'cancel' button and there will be no explosion. No tricks. I'm not lying. I'm not trying to kill you, only to stop you." One minute fifty seconds.

"All I want is to walk again," Xavier said. "Why is that so wrong?"

"Because you want to walk again at the expense of a life," the spider ghost said softly. "I can no more allow you to destroy Mystique to serve your ends than I can allow Mystique to destroy you for hers."

Xavier blinked. "You would stop her from attacking me? You don't even know who I am."

"That's why I followed her, to prevent bloodshed," the spider ghost said. He extended his hand. "Trust me. Let Mystique go. There has to be a better way than this." One minute thirty seconds.

"You would follow me, to protect others?" Xavier said warily.

"Seems like you have enough enemies without adding me to the list," the spider ghost said. "You have done nothing to me and mine. If there's anyone I have a grudge against, it's Mystique. I mean to settle up with her, but not like this."

Xavier lowered his head and thought for a few seconds. When he spoke, it seemed he was thinking aloud.

"You shame me, Parker," he said. "You make my vision seem shallow, my honor seem hollow." He looked at the spider ghost directly. "Where I seek enlightenment, for myself and others, you seek to make the world around you more sane, at the expense of power. You take this incredible risk for nothing more than an idea."

Peter felt Xavier in his mind, learning him, and he shivered.

"Please stop," he said quickly. "You have fifty five seconds." His voice was urgent.

"You really don't want to blow anyone up, do you," Xavier mused.

"Not at all," the spider ghost said. "Not anyone. But there is no honor in side-stepping your handicap," he added. "The only honor is in overcoming it. Honor can be built on achievement, but not deception. That means staying in your own body. You've already killed four men tonight in one of the most treacherous ways I can imagine. Being this close to you makes me feel sick to my stomach. But you deserve a chance. I won't lie to you. Part of me hopes you decide to call my bluff. See if both you and Mystique are destroyed by your mad and heedless lust for power." Peter was shaking with a number of emotions wildly mixed with each other. "And you have twenty five seconds. How long do you think it will take for you to get back and conscious?"

Xavier considered for a moment. Then he regarded Peter directly. "I will not forget you, Peter Parker. For better _or_ for worse," he mused. Then he sat down on the pavement, closed his eyes, and exhaled slowly. His mind and his breath slid out of him as one.

Peter hopped out, snagged the body, and jumped back into the concealing shadow of the alley.

"You have ten seconds," he murmured. "Five, four, three, two, one."

No explosion rocked the night, no pyrotechnics. Nothing. The form of Charles Xavier blurred and settled in a blue-skinned woman with dark crimson hair. Either she was dead, and the body reverted, or she was in there somewhere.

"Let's get out of here," Peter murmured, and he tossed her body over his shoulder and sprang up the wall.

**xXx**

Xavier sat in his chair, feeling weak and thin as paper, as refined and empty as tea. He took a long, shuddering sigh as he looked down at the wad of plastic explosives in his lap with the counter frozen at two seconds. All he had to do was push the "resume" button and all the pain, all the sacrifice, all the difficult choices would go away.

Also on his lap was the cell phone with Geraint's number programmed on the speed dialer.

Xavier reviewed his options, alone in the dim room, while blood congealed in the room next door. He thought through the possibilities, the best case scenarios, the worst case scenarios.

The cell phone or the timer. The fateful choice before him, his instincts pulling him towards the phone while his weary soul longed for the flash and oblivion.

Seconds ticked by, looming in him as he squeezed his eyes shut and pushed the button.

"This is Geraint," he heard, far away and tinny.

**xXx**

"I feel like a sack of wet dogfood," Mystique managed. She looked around, noting she was on a rooftop opposite the police station. It was shortly after midnight.

"Your body was possessed by a psycher who was micromanaging it," the spider ghost said simply, "and you owe me."

"Ah yes," she said dryly. "Better than coffee to wake a girl up."

"Hey, I saved you _and_ got your body back. It's been a rough night, in fact a stupid couple of days and it's your fault so I'm not in a generous mood. I'm not a believer in counting on you to let me redeem my favors later, so here's what I want."

"Please, no hedging, I'm not a psychic," she managed, slowly sitting up. "Can't we just get to the point? I'm thirsty, too, thanks for asking."

"Cry me a river. First, leave the Stacys and that stupid Parker kid alone. The only reason they're involved is because _you_ involved them. Got it?"

She shrugged. "The op is scrubbed and I had my fun. Sure."

"You had your fun? What's _that_ supposed to mean?" the spider ghost snapped.

"Ask Parker," she said with a smile. "Never mind. What's the other favor?"

"You're gonna _love_ this," he grinned.

**xXx**

"Where is he," Brilhart snapped as he dashed into the police station.

"Interrogation room three," the officer at the front desk said. Brilhart ran.

He gathered his composure outside the room, then opened the door and stepped in.

A weedy, shifty-eyed man was seated at the table, an officer on either side of him.

"You're here to confess to the theft at the museum?" Brilhart said sternly.

"Yeah, you ready to take my statement?" he said in a nasal voice.

"We've got recorders going. Continue," Brilhart said.

"My name is Jordan Wankerson, known as Slim. I copy police, I copied Stacy.The mob hired me to do a trial run on the museum, ta see if me an my gang were up to a challenge. Well, since youse all got the exhibits back, the mob tole us if we don shoot ourselfs they'll shoot us. So two a my boys are on flights to Mexico, four done shot themsefs in a warehouse, I'll give you da address, and me? I'm gonna turn states for you alls."

"A few more questions, Slim," Brilhart said with a smile, "and we'll have you in your cell."

**xXx**

He was waiting for her in the alley down the street from the Stacy residence.

"How'd it go?" he asked.

"I gave them Slim Wankerson," she said with a shrug. "They bought it, hook line and sinker. Of course, their search doesn't do much good against me, so with my gear I was out of the station twenty minutes from when I was put in a cell. I've been Slim before, so they even have a police record on him. That's over with, and it's their fault he got away. Your man is cleared. So here we are."

"Here we are," the spider ghost agreed. "You made good on one favor. Now for the other."

"Watch," she said. "I'm walking away."

She turned and walked away, not once looking back. Peter watched her go.

Peter let out a deep sigh. What a night. He checked the time; just after two. Time for some sleep.

Ugh. He shivered at the thought of facing Harry at this point. After a moment of thought, he smiled.

His room at Aunt May's was just the way he'd left it.


	8. Damage Control

Peter let himself in to his apartment. He strolled in, putting his bag on the chair. Then he stretched, and sighed. Ten in the morning on a Sunday. Captain Stacy cleared. No bloodshed in the secret wars of the spies. Yep, he was on his way towards the end of the weekend with no permanent harm. Then he noticed the quiet.

Harry was watching the television, had a game show on, but it was still too quiet. "Hey Harry, what's up?" he said.

"I sure hope you've been soul searching," Harry said without looking at him, "and I sure hope you found one."

"What do you mean? About last night?"

Harry just shook his head. "I can't believe it, man, I had you figured all wrong." He still wouldn't look at Peter.

"What do you mean?" Peter asked. "I brought your clothes back in good shape, didn't I?"

"Good thing it's just you and me here, Parker, 'cause I understand that sometimes there are things that a man's gotta do. But MJ, she'd have your eyes out by now."

"What happened, Harry," Peter said, feeling his stomach drop.

"Well," Harry said with a deep sigh, "after MJ found Gwen sobbing her eyes out in the women's restroom and spent an hour talking her down, we went to Perkins and had some coffee and talked for another couple hours, then we took her home and MJ spent the night there just in case you showed up for round two. And for future reference, the next time you decide to wreck somebody, leave MJ and me out of it, okay?" There was a cold anger in his voice. Still he did not look at Peter.

Oh no.

The scent at the nightclub.

Ask Parker.

"I gotta go," Peter said quickly.

"I guess you do," Harry said as Peter dashed out the front door.

**xXx**

Peter hopped out of the car at the Stacy residence and walked up the stairs. Mystique had been leaving here last night. Peter at that moment wanted nothing more than to turn around and walk away, leave the Stacys behind, move back in with Aunt May, abandon everything Mystique had touched. "But this is bigger than me," he murmured to himself. He straightened his shoulders. "This is about what is right, and about pain dished out in my name. I gotta come clean."

He knocked on the door, every nerve on end, already feeling pain before he met their eyes. He could only guess what had been said and done by the creature wearing his face last night…

John opened the door, and he almost flinched when he saw Peter. Peter saw that he had a black eye and a cut on his lip.

For a moment there was silence, then Peter said "Please give me a chance to explain."

John turned from the door and walked into the house. Peter followed, closing the door behind him. John walked into his study and sat in his chair. Peter stood in front of the desk.

"Last night," Peter said, "a master of disguise took my form. While I was trying to find her, she impersonated me and talked to Gwen, then came here. I saw the disguise artist leaving the house and followed her. She won't be back. But I don't know what she said or did while she looked like me. This is the same one who impersonated Gwen to drug you then impersonated you at the museum. I knew about her, from a past encounter, but I couldn't just come out with it. Now she's done her best to wreck my life by attacking people I care about. Please believe it wasn't me last night, that I didn't do or say the terrible things that this person who looked like me did or said."

There was a long moment of silence, and for Peter he felt like he was in freefall in the dark with no idea what the bottom of that long ugly silence held.

"When this began," the captain said slowly and deliberately, "I asked you to trust me, and to help me. You did both. Now you ask me to do the same for you."

"Please," Peter whispered, tingling with pain. "Please believe it wasn't me that did whatever she did."

He nodded. "At some level, even last night, I knew it wasn't you. You don't drink, or do drugs, or any of those other nasty behavior altering activities. In my time on the force I think I saw it all. But last night…" he shook his head. "It was positively eerie. You knew things, said things." He trailed off. "I choose to believe that wasn't you. Both of us know what it's like to do things… alien to our nature," he said, and they both thought of a certain amulet. "I had suspected it was a backlash of sorts from the Wings of Needless Sorrow."

"This feels a whole lot worse," Peter said. "Now the hard part is convincing Gwen. That witch said something to her, something terrible, and I don't even know what."

"Gwen just told me that you broke up with her," the captain said softly. "That's all she said. But her friend was here all night, and just left twenty minutes ago. I suspect that's good for you. She did not look at all pleased."

"I have to face her," Peter said. "I have to sort this out."

"She's in her bedroom, Peter," the captain said, pulling out his pipe and tobacco. "Good luck to you."

"Thank you, sir," Peter said. "Did you hear the good news about Brilhart's capture of the perp?"

"That I did, and the subsequent escape," the captain said, "and I think I don't need to know any more about it."

"Just glad justice was served," Peter said, and he headed for the stairs.

John thoughtfully packed his pipe.

**xXx**

Peter knocked lightly on the door.

"I'm not hungry," came a weepy voice. Peter braced his nerve.

"It's Peter," he said.

It got very quiet on the other end.

"I don't think we have anything to discuss, Parker," she said in a voice made from the ice of frozen tears.

It took every ounce of courage the young man possessed not to turn around and walk back down the stairs. "We need to talk, Gwen," he said.

"I think we already did," she said.

"That wasn't me," he said. "That was the same master of disguise that impersonated you to your father, your father to us, then me to you."

"You don't think I could tell the difference?" she snapped.

He leaned his forehead against the door. "Actually I was sort of hoping you could," he said in a small voice.

There was a pause, then the door opened. Peter was shocked at her appearance; her face was pale and blotched with red, her eyes puffed and bright with tears, her hair in ruins. He had never seen anyone in such total abject grieving.

"_That's_ the Peter I know," she said in a voice hoarse from sobbing.

"I don't know what this other person said while looking like me," he said, "but this is the real Peter, and I love you. These last few months with you have been great. You are the highlight of my days, beautiful."

"Even like this?" she said with a helpless gesture.

"All I care about," he said, taking her hand in his, "is who you are inside. Right now, seeing you in pain is what's killing me, babe. I didn't do this, but you thought it came from me so I feel responsible. I wish there was a way I could turn back the clock and stop that witch from impersonating me. But I can't. Whatever she said is wrong, baby. This is real. This is me. And I love you." He risked a hug.

She did not resist him, but she didn't embrace him either. He stepped back, feeling a bit awkward.

"Maybe he wasn't you," she said softly, "but he could have been."

"What do you mean?" Peter said.

"He said I was dead weight, that I was just slowing you down, that I was boring. You think I don't notice, Peter? You think I can't tell when you take a break from whatever we're doing to go to that other place, to become your other self, when you look like you're a hundred miles away? You think I can't tell that you walk faster than I do and have to work at slowing down when you're with me? You think I don't know when we're walking through the park and you are something else and then you have to remind yourself you aren't alone? Peter," she said, "it wouldn't have hurt if there wasn't any truth to it. And it's been harder for me to be forced to face that, to face that I'm limiting you, than it would be to face that you're a stupid man."

Peter could find nothing to say, words utterly deserting him. He was defenseless.

"I love you," she said, touching the side of his face, "and that's why this hurts so bad." Tears welled up in her exhausted eyes. "The thing that was trying to be you told me to go back to my friends last night, and when I did they were there for me. You never are, Peter. When anything happens, when it's important, you're somewhere else and I have to face it alone. You don't deserve to be limited, and I do deserve to be with someone moving more my speed. I'm sorry, Peter. I don't know if this is the end of us or not, but I need some space for a while. I need to think things through."

"Sounds like you already have," Peter managed, staggering, unbalanced.

"I don't even know you," she said, her voice quiet and devastating. "When this happened to my father, this weekend, I saw a side of you I never knew existed. You're showing me what I want to see. Every time I trust that façade I'm hurt when it isn't the whole picture." Tears forced her to stop for a moment. Then she went on. "I love you too much not to notice. I love you too much to let it go on. And I have to think about myself in all this. If I don't know you, then I can't trust you. If I can't trust you," she said, "then a master of disguise can tear out my heart."

Peter's throat was swelling, hot fierce tears pushing the back of his eyes. "Yeah," he managed. Then something cold and dark came through him. Enough of this. Enough pain.

"I have to go," he said. He quickly turned, was down the stairs, and out the front door.

Gwen sat on the floor. In her hands was a locket, a locket with no pictures.

**xXx**

"She had her fun," Peter snarled under his breath, his rapid steps carrying him along the path in the park at good speed. "If I _ever_ meet her again, if that shape shifting creature ever comes under my power, we're gonna have a tiff." Then his eyes shut as the pain swelled through him again. "That's not fair. She couldn't have done this if things between me and Gwen were good. There was a weakness, she just stepped on it and it went from a crack to a snap. Damn her." He heaved a sigh. "Damn me too."

Hey honey, I can run up the wall and shoot webbing out of my wrists. Wanna tango on the ceiling? How hard would that have been to come out with?

"And you shut up too," he muttered to his thoughts.

At least Harry and MJ found her sobbing in the bathroom. No shoulders for you to cry on, strong flippant type.

"Did I say enough already?"

Who ya gonna call? Strange, or Ramsey, or Logan? How come you don't have any _normal_ friends?

"Because I have stupid voices in my head that send me out flying through the trees at two in the morning," he whispered savagely to himself.

Ooh, getting personal now. Okay, have it your way. Time to call Kravinoff?

"No," he whispered to himself. "No, I'm not gonna freak out. This is hard. Relationships are. It isn't over yet. She wants time and space. I can give her that."

And then what? What's gonna change? You gonna give up wall crawling and squirreling? You gonna get an eight to five job, commute home and watch tv while she has a career? You gonna slow down for her? Cause she's not gonna speed up for you, pal.

"Pal?" Peter muttered. "Great. The voices in my head call me 'pal'."

Question stands.

"Shut up," Peter muttered uneasily. "Give her some credit. You never know how she'd take the spider ghost in me."

Really?

Peter let out a deep sigh. He walked up into the gazebo and sat down, looking out over the park. Tears welled up behind his eyes.

No more of this sissy crap, come on. Take it like a man. Tears are for weenies. You really broken up over this? Let's go flying. Find some girl who _does _want a little spider ghost in her.

"No more macho crap," he whispered. "Maybe I'll just have to go it alone."

You'll always have me.

"And you wanted me to _stop_ crying. I wish _I _had real friends."

I call it like I see it. Hey, we should get you a new date. Let's go back to the pad and watch the Nature Channel.

"Ouch."

Better than peroxide, some whippin wind. Let's get moving. Come on. You'll feel better.

Peter stood. Yes. Like it or not, he was a mover, and a body in motion can sometimes outrun its sorrow. It was a short trip to the alley, and he left his clothes in a bundle behind a dumpster. Then he was up the wall and moving, wrapped in his protective mesh.

One way or another, the decision had been made. The spider ghost was more important to him than Gwen. Time to get his money's worth.

"Out for a Sunday stroll," he whispered to himself as he hissed through the air from one tree to another.

The tears were absorbed and diffused in the pale eyes of his mesh mask.


End file.
